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HomeMy WebLinkAboutR-85-05290 RESOLUTION NO, 85--529- A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE ON BEHALF OF THE CITY A GRANT AGREEMENT, WITH THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FOR AN URBAN DEVELOPMENT ACTION GRANT (UDAG), WHICH WILL PROVIDE THE CITY OF MIAMI WITH $6,012,854.00 FOR REDEVELOPMENT OF BAYFRONT PARK; FURTHER AUTHORIZING THE CITY MANAGER TO ACCEPT THE URBAN DEVELOPMENT ACTION GRANT. 89 IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute on behalf of the City a Grant Agreement with the United States Department of Housing and Urban Development for an Urban Development Action Grant (UDAG) in the amount of $6,0120854.00, to provide the City of Miami with a Grant in like amount for redevelopment of Bayfront Park. Section 2. The City Manager, as chief administrative officer for the City of Miami, is hereby authorized to execute all necessary documents for the acceptance of said Urban Develop- ment Action Grant. PASSED AND ADOPTED this 23rd day of May, 1985. EST: MAURICE A. FERRE MAURICE A. FERRE, Mayor RAL H G. ONGIE ity Clerk PREPARED AND APPROVED BY: CGK/wpc/pb/033 CITY COMMISSION MEETING OF MAY 23 1985 7 A W VN-tT D STATM DE'PAR1MT OF HOUSING AND URBAN DEVE .011 ASSISTANT SWRMARY FOR COnruN"ITY FIXZIING AND DEVEL0?�= Office of Urban Development Action Grants UDAGG kNTAST Urban, Development Action Grant Under Section 119 of the Housing and Cosanity Develcpment Act of 1974 (Public Ia:. 013-363, as Amended) Fame of Recipient: Miami, Florida (Bayside Specialty Center) C2 MAG Grant Number: B-85-AA-12-0071 Address of Recipient: Prelimir► T Approval Date: Honorable Maurice A. Ferre Mayor of Miami October 4, 1984 3500 Pan American Drive Miami, Florida 33133 C183 Reviewer: Wulff C520 Draft T�fist: Lipiner C176/C182 Amotmt of Grant: $6,012,854 DDAG OFFICE USE ONLY C510 Draft Attorney: Goodman C202 First LBC Due Date: 6/15/85 Cl80 Obligation Date '_ �g C203 LBC Code S (Single) x M (Multiple) ''7 HUD Sign Date 84 DATA SYb�rS USE Wff C181 Number of Transactions: 1 C198 Construction Jobs: C196 Retained Jobs: C190 New Permanent; Jobs: 1,217 C191 Lo/Mod New Permanent Jobs: 486 C192 =.A Qualified New Permanent Jobs: 243 C193 Minority New Perm Jobs: 608 C174 Private Investment: $ 75,000,000 C172 Other Publ is Investment: $ 5, 2 0 0, 0 0 0 Commencement Date Completion Date Iand Acquisition C452_ j C458 Construction C462 5 3Y 8 5 C468 10 3 8 6 Capital Equipment C472_/ C478 Other Activity 482—_L Z� C483 / 1_ 857529- ALE OF CONTMIS L t A G C: RA N T ACRE' L t. ENI �N�i�1bt�JC�FB� Preamble Recitals ARTICLE I - GEMRAL PRDVISIONS age Section 1.01 Contents of Agreement 2 Section 1.02 Exhibits Incorporated 2 Section 1.03 General Definitions 2 AMIC:LE II - MOUPT AI r AUTHORIZED USES OF GRANT FUNDS Page Section 2.01 Crant Assistance Provided 3 Section 2.02 Authorized Uses of Crant Funds 4 :�ecticn 2.03 idjusti, ents to Grant Funds 4 "ection 2.04 Recipient's Use of Program Inccrue 4 AILICLL III - EISLURSE1.214'1' GE GRWI FU14D6 Page Section 3.01 Letter of Credit Procedures 4 Section 3.02 Incurring Costs for Project Activities 5 Section 3.03 Authorization by the Secretary for the Recipient to 6 Lraw Grant Funds W.LIC:LL IV - COtJPLIARCL KTH FECLRAL RULES AND ULIWG REGULATIONS Page Sec:ticn 4.01 relegation and Acceptance of Responsibilities 7 Under Federal Rules Section 4.02 Compliance with UEAC Regulations 7 ARTICLE V - R.EPRESEMATIONS, NARRANTIES A!I D SPECIFIC OELICATIONS Page Section 5.01 Fecipient's Representations and V arranties 7 Secticn 5.02 Gbligation to Cc..plete Recipient Activities 8 As Schea uled Section 5.03 Obligation to Achieve Projected ,lobs 8 Section 5.04 Obligation to Cure Title Defects 9 Section 5.05 [ratification and Action Upon Default 9 Al-IiICLE VI - I1ZPLCTIGN AND RLVIB, Page Section 6.01 section 6.02 Section 6.03 Section 6.04 Luty to P.aintain, and Riahts to Inspect and Copy, books, Records and Documents Site Visits Luration of Inspection Rights ILeML is AIi4ICLL VII - LLLAUL!�S All RU..LLILS Section 7.01 refaults Section 7.02 Rc:r,euies Upon Lefault AIrLICL.E, VIII - CLPHEN-4,TIMS EY RECIPIENT :.cation 8.01 Certifications Upon Lraw of Funds st:ction 8.02 Certification after Completion or: All 9 9 9 10 11 ABLE OF CONTEMS - Continued 1'ICLL Ik = `lEiIRL PARTY COMPACT REQUIREME24S Section 9.01 Escrow of Program Income 11 Section 9.02 ProgLam Income Applied to Costs 11 Section 9.03 Program Income for title I Activities 11 Section 9.04 Assurance of Governmental Approvals 12 Section 9.05 Completion of Project 12 Section 9.06 Assurances of Projected Jobs 12 Section 9.07 Maintaining Records and Right to Inspect 12 Section 9.08 Access to Project 12 Section 9.09 I,o Assignment or Succession 12 Section 9.10 Secretary Approval of Amendments 13 Section 9.11 Lisclaimer of Relationships 13 Section 9.12 Limitation of Recipient Liability for Project 13 Activities Section 9.13 Conflict of Interest 13 Section 9.14 Froject Signs 13 AMICLL Y - LVIDE24TIARY MATERIALS Section 10.01 Commitments of Participating Parties - General 13 Section 10.02 Form of Documentary Evidence - General 14 Section 10.03 Opinions of Recipient's Counsel 14 Section 10.04 Evidence of Contracts - Form 14 Section 10.05 Evidence of Loan Commitments - Form 14 Section 10.06 Evidence of Loam - Form 15 Section 10.07 Lvicence of Liquid Assets - Ebrm 15 :section 1C.08 Evidence of Finances Satisfactory to 16 Counsel - Ebrm Section 10.09 Anti -Speculation F-iovisions - Sale of 16 Peal Property Section 10.10 Lvidence of 'Title to Real Property - Ebrm 16 AMUCLE; XI - tJSCLL r-1.LOi;S Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.65 Section 11.06 Section 11.07 Section 11.0b Section 11.09 Section 11.10 Section 11.11 Section 11.12 Section 11.13 Section 11.14 Section 11.15 Notices 17 Assignment 17 Successors Bound 17 Remedies Not Impaired 17 Cumulative Remedies 17 Severability 17 Entire Agreer,ient 18 Execution in Counterparts 18 Zable of Contents; riitles and headings 18 Amendment of this Grant Agreement 18 Lisclaimer of Relationships 18 Governing Law 18 6aiver by Secretary 18 Fffective Cate 18 'iermination of Crant Agreement 19 SCE,EEC-LE OF E}: iMIS ULILIT A SLPPLUJI71ARY PFUVISIOt:S LME M L Lf SCRIP'110N OF PICIPIE�2 ACi'IVI IILS LYHE:IS C LE6CRIP2IO1: OE' NCN-FILIPIE24T hC'IIVITIE:S t M BITL HCJLCa ELLCLT - SUhPJ Y OE PBDFCSE;L E,XI-MMILLRES 85752S .^N PREAMBLE 111S CRAM: AGREEME147- is made and entered into by and betweeh TE1 ,gCRL,jARj Gp ETUSItJG ANL UPEM, CEVELOPMENI', acting by and through the Assistant Secretary for Community Planning and Development, as representative of the United States of America, and the RECIPIENT. RECITALS -11-E RiCIPI1147 has applied to the Secretary for grant assistance under the LDAU Program to undertake activities which are consistent with the trovisions of Section 119 of the Act and the UDAG Regulations; and A.11 SLC:F11iJ i, in reliance upUn Uie representations set forth in tr,e application, has approved the award of grant funds to the Recipient, to be expended by the Recipient in conformity with the requirements and Frovisions of this Crant Agreement; IN OWSICEW110N of the mutual promises and covenants contained in this C:rant Agreement, the Secretary and the Recipient agree as follows: r E W AP.TICLE I GENLRAL PIMISIONS Section 1.01 Contents of Agreement This agreement shall consist of this Grant Agreement and the Application, at May# from time to time, be amended. Section 1.02 Exhibits Incorporated All exhibits which are referred to in this Grant Agreement and ate attached hereto are incorporated herein and made a part hereof. Section 1.03 General Definitions Unless specifically provided otherwise or the context otherwise requires, uheh uses in this Grant Agreement: (1) "Act" means the housing and Cormmiunity Development Act of 1974, Pub. L. No. 93-383, as amended. (2) "Application" means the Application Fbr Federal Assistance, and such other subriittals, as are specified in Exhibit A of this Grant Acjreertient. (3) "Lefault" means any default set forth in subsection, (a) of Section 7.01 of this Grant Agreement. (4) "Eligible Costs" means costs for the activities specified in txhibits L and C of this Crant Agreer.,.ent for which grant funds are budgeted as specified in Exhibit G of this Crant Agreement, provided that such costs (i) are not incurred in connection with any activity which, under 24 C.F.R. Part 570, as may be from time to time amended, are ineligible under the UM, Proaram, and (ii) conform to the requirements of Attachment b to Federal Nanagerient Circular 74-4 (Cost Principles Applicable to Crants and Contracts with State and Local Cove=ent) , as n-,ay be from time tc time amended. For purposes of determining the conforniity of costs to said Attachment L, all costs set forth in Section C thereof except for "prearrangement costs" and "proposal costs" (which are eligible only to the extent authorizes in Section 570.454 of 24. C.E.F. Fart 570) may be considered eligible without prior approval of the L---rotary. (5) "Environmental Conditions" means the conaitions icpcsed by law, particularly 24 C.F.R. Fart 58, and the provisions of this Crant Agreement which l:rohiLit or limit the ccrT�dtrrent and use of grant funds until certain procedural requirartents have been oxpleted. (b) "Lnvirorunental kequirements" means the requirements c.escribed in 24 C.I.P. Part 58. (7) "l.nvircnrnental Studies" means all eligible activities necessary to produce an "environmental docLmient", as that term is defined at Section 1508.1C of 40 C.F.F. Part 1508, or to canp_ly with the requirements of 24 C.F.P. Fart 58. (8) "Grant Eunds" :weans tpiose tunas to be prcv id(2d by LUL to Focipient pursuant to the terms of this Crant Acjrceaient, as specified in fxhibit F, of this Grant i�greement . (9) "ME" means the United States Department of Flousing and Urban Development. (10) "Letter of Credit" means tie letter of credit to be issued or arr►ended by the Eepartment of the Treasury pursuant to Section 3.G1 of this Crant Agreement. (11) "Non -Recipient Activities" means those activities of the Project to be carried out by Participating Parties, other than the Recipient or an agent or agency of the Recipient, which activities are described in Exhibit C of this Grant Agreement. (12) "Participating Party" means any person, fitmi, corporation or entity identified as such in Exhibit A of this Grant Agreement. Identification as a "Participating Party" signifies that the Secretary, in selecting the Recipient for the award of this grant, relied in material part upon a representation that the party so identified will complete a specified portion of the Project or a specific activity necessary for the canpletion of the Project. (13) "Program Incase" means the ULAG percentage of: (i) any income earned by kecipient, cr an agent or agency of Recipient, from the disposition of real or personal property acquired in whole or in part with grant funds; (ii) the repayment proceeds (including principal and interest) of any loan made in whole or in fart with grant funds; (iii) any other revenues defined as program income in 24 C.r.F. Part 570, Subpart J, and (iv) any income from an activity where it is specifically declared in Exhibit A of this Crant Agreement that the income from such activity shall be deemed to be Program Income. The "UTAG percentage" means an amount computed by applying the percentage of participation of grant funds in the total cost of acquisition of property, in the total amount of a loan, or in the total cost of an activity, to the income from the disposition of such property, the total repayment proceeds of such loan, or the income from such activity. (14) "Pockets cf I-overty hroject" means a Project approved based on an apFlication submitted and approved pursuant to Section 119(b)(2) of the Act. (15) "Project" means the activities described in the Application and in Exhibits F, C and C of this Grant Agreement which are to be carried out to meet the oLDectives of the LLAC Program. (16) "Eecipient" means the local governmental Entity receiving grant funds pursuant to this Grant Agreement, as more particularly identified on the cover page of this Crant Agreement. (17) "Recipient Activities" means those activities of the Project to be carried out by the Recipient, or an agent or agency of the Recipient, which activities are aescribed in Lxhibit I' of this Crant Agreement. (18) "Secretary" means the Secretary of Lousing and urban Levelopnent cr any other official of ELL) to %,:hom the Secretary has Delegated authority to act with respect to matters covered by this Crant Agree -rent. (19) "LLAC Program" r. eans the urban Developisf:nt Action Crant Program established by Pur. pursuant to Section 119 of the Act. (20) "LrAC Regulations" r,�eans the regulations set forth in 24 C. F'. R. Fart 570, Subpart C, as the same may, from time to time, be amended. ANTICLE II Af'.M.2 A14L AUIWP.IZLr USES OF' CRk.!rL- FUNES Section 2.01 Crant Assistance Provided In consideration of tfie various obligations undertaken by the Pecipient Fursuant to this Crant Agreement, ana in consideration of the obligations to be undertaken by Participati% Parties, as represented by the Recipient in the Application, tf,e Secretary agrees, subject to the terms aid conditions set forth herein, to provide the Recipient with grant funds in the amount specified in Lxhibit A of this (;rant Agreement. Section 2.02 Authorized Uses of Crant Funds Zhe grant funds provided to the Recipient pursuant to this Grant Agreement thall be used only for the specific purposes described in Exhibits B and C of this Grant Agreement and in the amounts budgeted in Exhibit D of this Grant Agreement, subject to the project amendments provisions of the ULAG Regulations. Section 2.03 Adiustments to Crant Rinds the amount of yrant funds which the Secretary has agreed to provide to the Recipient under this Grant Agreement has been determined by the Secretary in reliance upon the cost estimates of the Recipient with respect to the activities set forth in the Application and the investment commitments of Participating Parties. The Secretary reserves the right to reduce the grant amount (i) to conform to any revision to which the Recipient and the Secretary may agree with respect to Exhibits F3, C or L of this Grant Agreement, (ii) if the actual costs for activities are lower than those set forth in Exhibits E, C or L of this Grant Agreement, or (iii) if the investment by Participating Parties is less than the amounts specified in Exhibits E, C, E or E of this Grant Agreement. Section 2.04 Recipient's Use of Program Income (a) In order to provide funds to assure ccmpletion of the P,ecipient Activities, the Secretary shall have the right to require all Program Income received by the Recipient, or by any Participating Party, prior to the completion of all Recipient Activities, to be deposited in escrow under arrangements approved by the Secretary. the Secretary may exercise said right either by specifying such rectuirement in Exhibit A of this Grant Agreement or by separate written instructions to the Recipient delivered at any time prior to the completion of all Recipient Activities and the draw of grant funds to pay costs incurred for such activities. (b) Unless otherwise specifically stated in Exhibit r, of this Crant Agreement, all Program Income which is received by the Recipient or any Farticipatirrj Party, prior to completion of all Fcipient Activities shall be used prior to, and in place of, any draw under the Letter of Credit to the extent adequate to ray costs so incurred. (c) Unless otherwise specifically stated in Exhibit A of this Crant Agreer.-tent or in the close-out agreement between die Recipient and hUC, all Program Income received by the Recipient, or any l-articipating Party, after the completion of all Recipient Activities shall be used by the Recipient, or the Participating Farty subject to the approval of the Recipient, for cc[,-nunity or economic de%elopment activities eligible for assistance under `title I of the Act. (d) For rockets of Pcverty Projects, all Program Income received by the Recipient, or any Participating Party, after the completion of all Recipient Activities shall be used only for activities which directly benefit low- and moderate-incane residents of the pocket. ARTICLE III CISELRSEl Ud' OF C PAV'i FUNDS Section 3.01 Letter of Credit Procedures (a) Prcr,ptly after the Secretary has received from the Recipient not Less than three (3) fully executers copies of this Grant Agreement ana has approved evidentiary materials required by Exhibit E of this urant Agreement that would allow ,, drawdown of grant funds pursuant to the terTc;s of Exhibit F of this Grant Agreement, the Secretary shall cause a Letter of Credit to be issued to the Recipient by the Department of the areasury, or shall cause the Letter of Credit previously issued to the Pecipient by the Cepa rtment of the Treasury with respect to the Ccu nunity Revised 6/01 �► 85-525 /N% . --N, Development Block Grant Program under Title I of the Act to be increased, in accordance with procedures established by the Department of the Treasury, in an amount not to exceed the amount of grant funds referenced in Section 2.01 and specified in Exhibit A of this Grant Agreement. (b) The authorization to use the Letter of Credit and to pay costs out of grant funds shall be governed by the provisions of this Grant Agreement and shall be subject to all conditions precedent to the Recipient's draw of grant funds which are specified in this Grant Agreement. The Recipient shall not draw upon the Letter of Credit until the Secretary has authorized the Recipient to draw pursuant to Section 3.03 of this Grant Agreement. (c) The Recipient is authorized to draw grant funds against the Letter of Credit only in accordance with the provisions of this Grant Agreement and the procedures established by the Secretary and the Department of the Treasury. No payment by the Department of the Treasury of an improper or unauthorized draw to the Recipient shall constitute a waiver of the right of the Secretary to challenge the validity of such draw, to enforce all rights and remedies set forth in this Grant Agreement, or take corrective or remedial administrative action pursuant to the UDAG Regulations, which action may include, without limitation, suspension or termination of the Recipient's funding under this Grant Agreement. (d) The disposition of any grant funds that remain available under the Letter of Credit following completion of the Project, or the termination of this Grant Agreement by the Secretary, or its termination for any cause, shall be in accordance with close --out procedures then in effect or established by the Secretary, and the Recipient shall not have any rights to such grant funds. Section 3.02 Incurring Costs for Project Activities (a) The use of grant funds is conditioned upon the Recipient incurring costs to be paid in accordance with this Grant Agreement or as otherwise approved by the Secretary in writing. The incurring of costs to be paid out of grant funds shall be governed by the following: (1) Except for the cost of application preparation for small cities as specified in the UDAG regulations, no costs incurred prior to the preliminary approval date may be paid out of grant funds. (2) After the preliminary approval date, eligible administrative costs, including out not limited to costs of Environmentai Studies, and costs incurred by Participating Parties, other than the Recipient, its agent or agency, for any activity not to be paid for in whole or in part with grant funds, may be incurred before or after the effective date of this Grant Agreement, as defined in Section 11.14 below, and the satisfaction of environmental conditions. (3) Except as permitted by 24 C.F.R. part 58, no other costs to be paid out of grant funds may be incurred by the Recipient or any Partici— pating Party until all Environmental Conditions of 24 C.F.R. Part 58 have been fully satisfied and the Secretary has issued the environmental releases required by 24 C.F.R. Part 58. (4) After the Recipient has satisfied all of the Environmental Conditions and the Secretary has issued the required environmental releases, then at any time after the Preliminary Approval Date for this Project, the Recipient and the Participating Party may incur eligible costs to be paid out of grant funds. 85-52f] (b) The authorization to incur costs in subsection (a) above is not an authorization to reimburse those costs and does not mean or imply that such costs will be reimbursed out of grant funds. The Recipient and Participating Parties may voluntarily, at their own risk, and upon their own credit and expense, incur costs as authorized in subsection (a) above, but their authority to reimburse or to be reimbursed out of grant funds shall be governed by the provisions of this Grant Agreement applicable to the payment of costs and the release of funds by the Secretary. (c) Neither the Recipient nor any Participating Party shall incur any costs in. connection with any activity to be paid for, in whole or in part, with grant funds, even though such costs will not be- reimbursed out of grant funds, unless such costs could } in= red pursuant to subsection (a) of this Section 3.02 if such costs were tf-) }_ }-aid out of grant fiords. (d) Prior to the issuance by the. Secretar-y of the environni ntal releases required by 24 C.F.R. Past 5Q, the Recipient may not use any funds, including local fw-tds, to taRe any action with respect to the Project where such action might have an adverse envisoivr ntal effect, would limit choices among c Tpeting alternatives, or might alter the envirozyreltal premises on which the pending clearances is Used in such a fashion that the validity of the conclusions to he reached �-. uld be affected. Section 3.03 Authorization by the Secretary for the Recipient to Draw Grant Funds (a) No costs may I-Y-- paid out of grant funds prior to the issuance by the Secretary of the environmental releases required by 24 C.F.R. Part 58, a written approval by the Secretary of required evidentiary materials as specified in Exhibits E and F of this Grant Agrere1t, and written authorization frcm the Secretary to draw grant funds under the Letter of Credit. (b) All certifications and other materials required by this Grant Agreement to be submitted to the Secretary as conditions precedent to the Recipient's authority to pay costs out of grant funds shall be subndtted by the Recipient prior to any draw of grant funds under the Letter of Credit. (c) Unless Exhibit E or F of this Grant Agreement authorizes the phasing or staging of the Recipient's draw of grant funds, then upon a finding by the Secretary that the Recipient has submitted, in a timely manner and in acceptable form and content, all of the evidentiary materials specified in Exhibit E of this Grant Agreement and upon approval by the Secretary of said evidentiary materials; and if no default has occurred, as defined in subsection (a) of Section 7.01 of this Grant Agreeim_nt, the Secretary shall promptly issue to the Recipient a written authorization to draw grant funds under the Letter of Credit for the purposes authorized by this Grant Agreement. (d) If Exhibit E or F of this Grant Agreement authorizes the phasing or staging of the Recipient's draw of grant funds, then upon a finding by the Secretary that the Recipient has submitted, in a timely manner and in acceptable form and content, all of the evidentiary materials specified in Exhibit E of this Grant Agreement to be submitted to and accepted by the Secretary for any particular phase or stage of the draw of grant funds; and upon approval by the Secretary of said evidentiary materials; and if no default has occurred, as defined in subsection (a) of Section 7.01 of this Grant Agreement, the Secretary shall promptly issue to the Recipient a written authorization to draw grant funds under the Letter of Credit in accordance with any requirements or authorizations described in Exhibit E or F respecting the particular phase or stage of the draw of grant funds. (e) Prior to the Recipient's payment of any costs with grant funds, and prior to the Recipient's drawing of any grant funds under the Letter of Credit, the Recipient shall not have been served by the Secretary with any notice suspending the Recipient's authority to draw grant funds under the Letter of Credit, nor be in breach of the Recipient's obligation to report a default, pursuant to subsection (a) of Section 5.05 of this Grant Agreement. Revised 6/8 1 6 85-S29 ARTICLE IV Section 4.01 Delegation and Acceptance of Responsibilities Under Federal Rules By its execution of this Grant Agint, the Recipient represents and warrants that it has the legal capacity to assume the responsibilities for compliance with all applicable Federal rules and agrees and undertakes to assume and carry out all such responsibilities in accordance with all the requirements which are or may be established pursuant thereto. Section 4.02 G�liance with MAG Regulat-ions The Recipient shall conply with the UDAG regulations, including the certifications specified therein. W-aC"0 WA REPRESENTATIONS, WARRANTIES, AMID SPECIFIC OBLIGATIONS Section 5.01 Recipient's Representations and Warranties The Recipient has, by and tlurough consultations anmg all appropriate members of the Recipient's governing body and its officers, examined into each of the following and by its execution of this Grant Agree;r�.nt the Recipient does, upon information and belief, represent arx3 warrant to the Secretary that: (1) 'Ilze Recipient is duly organized and validly existing under the laws of the jurisdiction of which the Recipient is apart, and has all requisite power and authority to enter into this Grant Agreerrent. (2) A resolution, motion, order or ordinance has been duly adopted, passed or enacted as an official act of the Recipient's governing body, authorizing the execution and delivery of this Grant Agrecnt by the Recipient and authorizing and directing the person executing this Grant Agreement to do so for and on behalf of the Recipient. (3) This Grant Agreement has been executed and delivered by the Recipient, in such manner and form as to om ply with all applicable laws to make this Grant Agreement the valid and legally binding act and agreement of the Recipient. (4) Except as set forth in Exhibit A of this Grant Agreement, there is no action, proceeding, or investigation now pending, nor any basis therefor, known or believed to exist by the Recipient, which (i) questions the validity of this Grant Agreement, or any action taken or to be taken under it, or (ii) is likely to result in any material adverse change in the authorities, properties, assets, liabilities, or conditions (financial or otherwise) of the Recipient which would materially and substantially impair the Recipient's ability to perform any of the obligations imposed upon the Recipient by this Grant Agreement. (5) The representations, statements, and other matters contained in the Application were true and ccr plete in all material respects as of the date of filing. Except as set forth in Exhibit A of this Grant Agreement, the Recipient is aware of no event which would require any ama nt to the Application (other than an amendment which has been filed with and approved by the Secretary) in order to make such representations, statements, and other matters true and complete in all material respects and not misleading in any material respect. The Recipient is aware of no event or other fact which should have been, and has not been, reported in the Application as material information. (6) 11be Recipient has obtained, or has reasonable assurances that it will obtain, all Federal, State and local government approvals and reviews required by law to be obtained by the Recipient for the Project; and all Participating Parties have obtained, or the Recipient has reasonable assurances that such Participating Parties will obtain, all such approvals and reviews required by law to be obtained by the Participating Parties for the Project. Revised 6/81 7 85-52if (7) Insofar as the capacity of the Recipient to carry out any obligation under this Grant Agreement is concerned, (i) the Recipient is not in material violation of its Charter, or any mortgage, indenture, agreement, instrument, judgment, decree, order, statute, rule or regulation and (ii) the execution and performance of this Grant Agreement will not result in any such violation. (8) Except for approved eligible administrative and personnel costs, no member, officer, or employee of the Recipient, or its designees, or agents, no consultant, no member of the governing body of the Recipient or the locality in which the program is situated, and no other public official of the Recipient or such locality or localities, who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decisionmaking process or gain insider information with regard to the project, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project or in any activity, or benefit therefrom, which is part of this Project at any time during or after such person's tenure. This provision shall be in addition to the require- ments in Attac_hinents O of OMB Circular A-102 and A-110. (However, upon written request of the Recipient, the Secretary _ may agree in writing to waive a conflict otherwise prohibited by this provision whenever there has been full public disclosure of the conflict of interest, and the Secretary determines that undue hardship will result either to the Recipient or the person affected by applying the prohibition and that the granting of a waiver is in the public interest. No such request for a waiver shall be made by Recipient which would, in any way, permit a violation of State or local law or any charter provision of the Recipient.) Section 5.02 Obligation to Complete Recipient Activities as Scheduled (a) The Recipient shall use its best efforts to assure the completion of the Recipient Activities described in Exhibit B of this Grant Agreement within the time periods specified in Exhibit F of this Grant Agreement. (b) The Recipient agrees that the foregoing undertaking and assurance means that Recipient shall, to the maximum extent permitted by law, use and apply all of its governmental and proprietary ewers for such completion, including but not limited to those powers governing taxes, other revenues, credit, eminent domain and appropriations, if necessary, for the purpose of providing any shortfall between funds available under this grant and funds necessary to cauplete all of the Recipient Activities aescribeo in Exhibit B of this Grant Agreement. Section 5.03 Obligation to Achieve Projected Jobs (a) In selecting the Recipient for this grant, the Secretary considered certain representations by the Recipient to the Secretary that this grant is expected to create a specific number of permanent new job opportunities, including a specific number of new permanent job opportunities for minorities, CETA-eligible persons, and persons who, at the time of their employment, will be persons of low- or moderate -income within the meaning of Section 570.3 of 24 C.F.R. Part 570, as may be from time to time amended. (b) The Recipient acknowledges its representations in the Application pertaining to the creation of jobs and obligates itself to use its best efforts to create, or cause to be created, the numbers and kinds of jobs within a specified time period as specified in Exhibit A of this Grant Agreement as being expected to be created through this grant. (c) For Pockets of Poverty Projects, Recipient shall ensure that at least 75 percent of all f�enmanent jobs initially resulting from the Project are provided to low- and moderate -income persons and that at least 51 percent of all permanent jobs initially resulting from the Project are provided to low - and moderate -income residents from the pocket. Recipient shall continuously use nest efforts to ensure that at least 75 percent of all permanent jobs resulting from the Project are provided to low- and moderate -income persons and that at least 51 percent of all permanent jobs resulting from the Project are provided to low - and moderate-incoane residents from the Pocket. (d) The Recipient obligates itself to use all powers available to 8 Revised 6/81 85--52S Recipient to enforce the undertakings or assurances of Participating Parties respecting the creation of jobs which are specified in Exhibit A of this Grant Agreement. Section 5.04 Obligation to Cure Title Defects (a) The Recipient shall use its best efforts to promptly cure, or cause to be cured, any defect in the title to any real property necessary to the completion of Recipient Activities, where such defect will or may have a material adverse effect on the use of such real property for the Project. (b) The Recipient agrees that the foregoing obligation means that the Recipient shall, to the maximum extent permitted by law, use and apply all of its governmental and proprietary powers, including but not limited to those powers governing taxes, other revenues, credit, eminent dcxnain and appropria- tions, if necessary, for the purpose of assuring the availability of all real property, free and clear of adverse and inhibiting title defects, which is necessary to complete Recipient Activities. Section 5.05 r3otificaticn and Action Ul-on Default (a) The Recipient shall promptly give written notice to the Secretary upon the discovery by the Recipient of any default involving any Participating Party, as defined in Section 7.01 of this Grant Agreement. (b) Promptly upon the discovery of any default involving any Participating Party, the Recipient shall vigorously pursue, to the fullest extent possible, all remedies available to Recipient to remove or cure such default, or to seek redress or relief from its effects, including reimbursement for any grant funds expended on the Project, and to prevent or mitigate any adverse effects on the Project. Recipient shall keep the Secretary fully informed as to the status of such actions. ARTICLE VI INSPECTION A41D REVIEW Section 6.01 Duty to Maintain, and Rights to Inspect and Copy, Rooks, Records and Documents (a) The Recipient shall keep and maintain such books, records and other documents as shall be required under rules and regulations now or hereafter applicable to grants made under the tJDAG Program, and as may be reasonably necessary to reflect and disclose fully the amount and disposition of the grant funds, the total cost of the activities paid for, in whole or in part, with grant funds, and the amount and nature of all investments related to such activities which are supplied or to be supplied by other sources. (b) All such books, records and other documents shall be available at the offices of the Recipient (except that books, records and other documents of a Participating Party which are subject to this Section 6.01 may be maintained at the offices of such Participating Party) for inspection, copying, audit and examination at all reasonable times by any duly authorized representative of the Secretary or the Conptroller General of the United States. Section 6.02 Site Visits Any duly authorized representative of the Secretary shall, at all reasonable times, have access to all portions of the Project. Section 6.03 Duration of Inspection Rights The rights of access and inspection provided in this Article VI shall continue until the completion of all close-out procedures respecting this grant, and until the final settlement and conclusion of all issues arising out of this grant. Section 6.04 Reports The Recipient shall promptly furnish to the Secretary all reports required to be filed in accordance with any directives of the Secretary or any statute, rule or regulation of ►iUD. Recipient shall provide to the HUD Area and Central Offices an annual report on the use of Program Income as long as such funds are generated by the Project. 9 85-525 J Revised 6/81 or ARTtCtZ VII DEFAULTS AND REMEDIES Section 7.01 Defaults A default shall consist of any use of grant funds for any purpose other than as authorized in Exhibits B, C and D of this Grant Agreement; or any breach of any covenant, agreement, provision, or warranty of (i) the Recipient made in this Grant Agreement; (ii) the Recipient made in any agreement entered into between the Recipient and any Participating Party relating to the Project; (iii) any Participating Party made in any agreement specified in Exhibit E of this Grant Agreement, or; (iv) the performance schedule specified in Exhibit F of this Grant Agreement. Section 7.02 Remedies ']Lon Default (a) Upon occurrence of any default as described in Section 7.01, the Secretary may suspend the Recipient's authority to draw any Grant Funds under the Letter of Credit at any time by notice to the Recipient. If a default is not cured within thirty (30) consecutive days from notice of such default by the Secretary to the Recipient, the Secretary may continue such suspension or by delivery of notice terminate this Grant Agreement. In the event of a termination, the Recipient's authority to draw grant funds under the Letter of Credit shall have terminated at the date of the notice of termination and the Recipient shall have no right, title or interest in or to any grant funds remaining under the Letter of Credit. (b) In addition to any other rights or remedies, if a default consists of the Recipient's failure to submit the evidentiary materials described in Exhibit E of this Grant Agreement by the date specified in Exhibit F of this Grant Agreement, the Secretary shall have the right to terminate this Grant Agreement and the award of grant funds to which this Grant Agreement relates by delivery of written notice to the Recipient. Upon such termination, all obliga- tions of the Secretary pursuant to this Grant Agreement and such award shall cease and the Recipient shall neither have nor retain any rights whatsoever with respect to the grant funds provided under this Grant Agreement. (c) If a default occurs, the Secretary may at any time or from time to time proceed to protect and enforce all rights available to the Secretary under this Grant Agreement by suit in equity, action at law, or by any other appropriate proceedings, whether for specific performance of any covenant or i agreement contained in this Grant Agreement, or damages, or other relief, or } proceed to take any action authorized or permitted under applicable law or regulations, including the recapture of any expended grant funds from any payments received by Recipient as a result of the default of any Participating Party. (d) The rights and remedies available to the Secretary in the event of a suspension or termination of this Grant Agreement shall survive such suspension or termination. ARTICLE VIII CERTIFICATIONS BY RECIPIENT j Section 8.01 Certifications Upon Draw of.Funds Execution by the Recipient of each request for a draw of grant funds under the Letter of Credit shall constitute a certification that: (1) All of the representations and warranties of the Recipient as set forth in Section 5.01. of this Grant Agreement continue to be valid, true, and in full force and effect. (2) The Recipient is in compliance with all of the Recipient's obligations specified in this Grant Agreement which, by their terms or intent, are applicable at the time of the draw of grant funds. 10 Revised 6/81 85-52S (3) All conditions precedent to the Recipient's authority to draw the grant funds shall have been satisfied, in accordance with Section 3.03 of this Grant Agreement. (4) The grant funds to be drawn will be used for Lligible Costs actually incurred in accordance with the provisions of Lxhibits b, C and L' to this (.rant Agreement. (5) All Irogram Income which has beer: received by tie Recipient or by a Participating I -arty has been deposited or used in accordance with the provisions of Section 2.04 of this Grant Agreement. Section 8.02 Certification After Completion of all Recipient Activities Within thirty (30) days after the completion of all Recipient Activities, the Recipient shall submit to the Secretary a written certification, executed by the chief executive officer of the Recipient, stating that all Recipient Activities, have been completed consistent with the terms of this Grant hcjreement, and specifying tie date of completion and the cost for each t<ec:ipient Activity. Section 8.03 Certification After C.onpletion of All loon -Recipient Activities Within thirty (30) days after the completion of all ton -Recipient Activities, the Recipient shall submit to the Secretary a written certification, executed by the chief executive officer of the Recipient, stating that all P,on- Pecipient Activities, have been ccripleted consistent with the terms of this Crant AcjrLement, and specifying the date of completion and the cost for each I:on-Recipic:rit Activity. Zhe certification shall have attached to it a statement from each Varticipating Party that the information in the certification with respect to the Lon -Recipient Activities carried out by that Participating Party is complete anc: c.:orruc:t. W1ICLE. IY. { I.LbOD PAR11 CCxN'iMC'i RI QUIREM14'IS i bection 9.01 Lscrow of Program Incone i i Zhe Recipient shall include in all contracts with Participating Parties involving activities to be paid for with grant funds, a provision that, upon j instruction by the Secretary, all Program Incase received by the Participating j F-arty, prior to the ccr,pletion of all Recipient Activities, shall be deposited 1 in escrow under arrangements approved by the ;secretary, in order to provide funds to assure the completion of the Recipient Activities. St.ction 9.02 Prograin Income Applied to Costs Unless Exhibit A of this Crant Agreement authorizes or requires ot.rerwise, the Recipient shall include in all contracts with Participating a Parties involving activities to be paid for with grant funds, a provision that all Program Income: receivedi by the Participating Marty, prior to the completion i of all lecipient Activities, shall be transmitted to the Recipient for payment s+ of costs incurred for Recil.ic:nt Activities. Section 9.03 Program Inc-.)ne for "title I I%ctivities i Unless Lxhibit A to this ('rant Agreement authorizes cr requires otherwise, the Recipient shall incluc: in all contracts with Participating I•arties involving activities to tom: paid for with grant funds, a provision that all Program InccmK received by t.lie Participating Marty after the ccx;ipletion of all Recipient hctivities shall, at the option of the 1,i.cipient, either Lc - transmitted to the 1ce:cipient, or used by the Participating Party with Recipient approval, for cortwunity anu econcx,dc developn.ent activities which would be elio ible for assistance under Title I of the Act, unless otherwise Nrcvicled in the close-out agreement between hecipient and hL.L. Revised 6/81 85- 525 A% 0 Section 9.04 Assurance of Governmental Approvals The Recipient shall include in all contracts with Participating Patties a warranty that the Recipient and each Participating Party has obtained, of has reasonable assurance that it will obtain, all Federal, State and local governmental approvals and reviews required by law to be obtained by the recipient or Participating Party for the Project. Any such approvals or reviews which have not been obtained shall be specified in the contract. Section 9.05 Completion of Project 'ihe r<ecipient shall cause to be included in all contracts with, Participating Parties a representation on the part of each Participating Marty that the Participating Marty acknowledges that the Secretary, in selecting the tecipient for the award of this grant, relied in material part upon the assured completion of the i-roject and that the Participating Party assures the Recipient that such activities will be cdnpleted by the Participating Party. Section 9.06 lsssurances of 1-ro jected lobs (a) 'the I.ccipient shall either include in all appropriate contracts with 1-articipating parties, or shall secure in the most legally binding ana eritorceaLle forr,r fur such assurance available uncier the laws of Recipient's State, �,ritten assurances from each Participating Party that such Participating party will use its best efforts to create or cause to be created, within a time sh c.cified in Uxhibit A of this (,rant Agreement, a specified nunLber of new perraanent job opportunities, including a specified number of new permanent 3ob op,crtunities for minorities, CL.IA-eligible persons, and persons who, at the time: of their cc,ployment, will be persons of low -and noderate-income. (L) !or Packets of Poverty Projects, Recipient shall also incluck assurances necessary to comply with Section 5.03(c) of this Grant Agreement. All assurances shall (i) state that in order to assist and enable the Recipient to report to the Secretary, as the Secretary may require, the assuring Partici- pating Party agrees to report to the Recipient, as the Recipient may from time to time require, on the numbers and kinds of such jobs created or caused to be created and filled, and (ii) contain such other provisions as may be required by the Lecipient to enable the Recipient to canply with any reporting require- ments of the Secretary and to cause the assurances to be legally binding and enforceaLle to the maximum extent permitted by the applicable law. Section 9.07 r,aintaining Records and Right to Inspect 'Ilie Recipient shall include in all contracts with larticipating Parties receiving grant funds provisions requiring that (i) each such Partici- patirx; Party keen. and maintain books, records and other documents relating (Arectly to the receipt and disbursement of such grant tunes; and (ii) any L:uly authorizea representative of the Secretary or Ccmptroller Cenral of the United States shall, at all reasonable times, have access tc and the right to inspect, copy, audit, and examine all such books, records and other docur,ients of such 1articipating Tarty until the completion of all close -jut procedures respectirxj this c;.rant and the final settlement and conclusion of all issues { arising cut of this grant. Section 9.C8 Access to Project I i,eRecipient shall include in all contracts with Participating Parties a provision that each Participatirxi Iarty agrees that any duly authorized representative of the Secretary shall, at all reasonable times, have access to any portion of the Project in which such Participating Party is involved until the oLepletion of all close-out procedures respecting this grant. Section 9.09 r,o Assi('rT)-_nt or Succession The Recipient shall include in all contracts with I-articipating Parties receiving grant funds an acknowledgement and agreement by the Parti- cipating Party that no transfer of grant funds by the Recipient to the Parti- cipatimj Party stiall be or Le deemed an assignment of grant funds, and that such r Reviled 6/81 1 85-52:.i Participating Party shall neither succeed to any rights, benefits or advantages of the Recipient under this Grant Agreement, nor attain any rights, privileges, authorities or interests in or under this Grant Agreement. Section 9.10 Secretary Approval of Amendments The Recipient shall include, or cause to be included, in all contracts which are required to be submitted to and approved by the Secretary in accordance with Exhibit E of this Grant Agreement a provision that during the term of this Grant Agreement such contract shall not be amended in any material respect, after such approval and acceptance, without the prior written approval of the Secretary. "Material" shall be defined as anything which cancels or reduces any developmental, construction, job creating, or financial obligation of any Participating Party by more than ten (10%) percent, changes the sites or character of any development activity, or increases any time for performance by a party by more than thirty (30) days. Section 9.11 Disclaimer of Relationships The Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, an acknowledgement that nothing contained in this Grant Agreement, or in the contract between the parties, nor any act of the Secretary, the Recipient, or any of the parties, shall be deemed or construed by any of the parties, or by the third persons, to create any relationship of third -party beneficiary, principal and agent, limited or general partnership, or joint venture, or of anv association or relationship involving the Secretary. Section 9.12 Limitation of Recipient Liability for Project Activities Unless otherwise specified in Exhibit A of this Grant Agreement, the Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, an acknowledgement that the Recipient shall not be liable to any Participating Party, or to any party except HUD, for canpletion of, or the failure to complete, any activities which are a part of the Project, except those specified in Exhibit B of this Grant Agreement. Section 9.13 Conflict of Interest The Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, a conflict of interest provision consistent with Section 5.01(8) of this Grant Agreement. Section 9.14 Project Signs The Recipient shall include in all contracts with Participating Parties, and in all contracts with any party involving the use of grant funds, a project sign provision consistent with any criteria which may be established by the Secretary. ARTICLE X EVIDEWIARY MATERIALS Section 10.01 Commitments of Participating Parties - General (a) In selecting the Recipient for the award of this grant, the Secretary has relied, in material part, upon the representations of the Recipient and Participating Parties that the Recipient and the Participating Parties (i) will carry out certain activities connected with the Project; (ii) will complete those activities; (iii) have, or will have, the financial capability to assure the carrying out of the activities to their co»pletion; and (iv) will invest, or cause to be invested, a specific value arwjunt in the Project. The Secretary has also relied upon the Recipient and Participating Parties' representations that such Participating Parties will, prior to any use of yrant funds for the Project, enter into legally binding agreements evidencing the corrnnittnents which were so relied upon by the Secretary. 13 Revised 6/81 85" '52S (b) Evidentiary materials to be submitted to and approved by the Secretary as specified in Exhibit E of this Grant Agreement shall include! (i) a complete index describing the material submitted; (ii) the legally binding and enforceable commitment of the Participating Party, in unequivocal terms, to undertake and complete specified activities connected with the Project, and to expend on the Project a specified minimum amount of funds or other form of investment; and (iii) clear and convincing proof that the Participating Party has on hand, or will have available to it, any finances or other things of value necessary to carry out the promises of completing the activities and making the specified investment. (c) Evidentiary materials which have been submitted to and approved by the Secretary shall not be amended in any material respect without prior written approval of the Secretary. Section 10.02 Form of Documentary Evidence - General All documentary evidence of commitments submitted to the Secretary for approval shall be in the form of either (i) a duplicate original, or (ii) a photographic copy of the fully executed original, of the documents. Section 10.03 Opinions of Recipient's Counsel (a) Whenever, in Exhibit E to this Grant Agreement or otherwise, the opinion of an attorney is required as part of any evidentiary material to be submitted to the Secretary, the opinion shall be in writing and shall be that of counsel for the Recipient, unless otherwise specified. (b) In the formulation or rendering of an opinion, Recipient's counsel may rely upon the certification of other persons, or the written statements or opinions of other counsel; provided, a copy of each such certi- fication, statement, or opinion is attached to the opinion of Recipient's counsel. (c) If, in the formulation and rendering of an opinion, the Recipient's counsel predicates the opinion upon "information and belief," then in all such cases the opinion of Recipient's counsel shall contain, or have attached thereto, a statement or description of all of the informa- tion upon which the belief of counsel is predicated. Section 10.04 Evidence of Contracts - Form (a) Evidence of contractual commitments submitted to the Secretary shall be in the form specified in Section 10.02 above; shall include all of the documents evidencing the contractual commitment; and shall have attached the opinion of Recipient's counsel made in accordance with Section 10.03 above. (b) The opinion of Recipient's counsel shall certify that the documents comply with Section 10.02 above, that Recipient's counsel has examined into the authority of all parties to the documents, and of all persons executing the documents on behalf of the parties, and that said parties and persons were authorized to enter into and execute the documents. (c) The opinion of Recipient's counsel shall state that the documents constitute a valid and legally enforceable contract under the laws of the Recipient's State and that the documents conform to the provisions of this Grant Agreement, except as to any particulars specified in the opinion. Section 10.05 Evidence of Loan Conanitments - Fonn (a) Evidence of loan cav)itments from private lending institutions shall be in the form specified at Section 10.02 above; shall include all of the documents evidencing the loan commitment, an acceptance by the borrower, the purposes of the loan, the authorized use of loan funds, and all other terms and conditions of the loan commitment, the acceptance, and the loan; and shall have attached the opinion of Recipient's counsel, made in accordance with Section 10.03. 14 Revised 6/81 85-52b i (b) A loan commitment may specify contingencies or conditions which trust be satisfied before the closing of the loan, or the disbursement of loan funds, but the commitment shall be an irrevocable commitment, enforceable by the borrower upon satisfaction of all contingencies or conditions. (c) ahe opinion of Recipient's counsel shall certify that the documents ccriply with Section 10.02; that Iecipient's counsel has examined into the authority of all parties to the loan commitment and the acceptance, and of all persons executing the loan commitment and acceptance on behalf of the parties; and that said parties and persons were authorized to make the loan commitment and acceptance. (d) the opinion of Recipient's counsel shall state that, subject only to such contingencies and conditions as are expressed in the documents, the lending institution is irrevocably committed to loan, and the borrower to accept upon the terms and conditions specified, the principal amount specified in the loan commitment; and that the loan commitment, and the acceptance, and all of the terms and conditions of the loan commitment, and the loan, are lawful and enforceable under the laws of the Recipient's State; and that the documents conform to the provisions of this Crant Agreement, except in any particulars specified in the opinion. (e) if, under the terms of the loan commitment, the making of the loan is contingent upon the happening of any condition precedent, then the approval of the commitment by the Secretary as the evidence required under this errant Agreement may be conditioned by the Secretary upon the submittal and acceptance of further evidence that such contingencies have been satisfied, or that the contingencies have been otherwise rer.oved, or that the loan has closed. r (f) F+here evidence of a loan commitment is required to be submitted to the Secretary under this Grant Agreement, evidence of the actual closing of the loan shall be acceptable, in lieu of the foregoing, provided such evidence complies with Section )A.06. Section 10.CG Lvidence of Loans - Form (a) fv idence of a loan having been made or closed shall be in the forr.t specified at :section 10.02; shall be on the letterhead of the lending institution; shall state the princiial amount of the loan, its purposes (interim or permanent), and the authorized uses of loan funds; shall describe or identify the security for the loan; shall state the term of the loan; shall identify all parties to the loan; shall be executed by an authorized officer of the lending institution; and shall have attached an opinion of Recipient's counsel made in accordance with Section 10.03, certifying that the documents comply with Section 10.02, and that the officer of the lending institution was authorized to execute the documents. (b) Evidence of a loan having been made or closed may also be submitted in the form of copies of recorded notes, deeds, bonds, indentures and other documents which comply with Section 10.02 and which contain sufficient evidence, including evidence of recordation, to enable the Secretary to determine the matters specified above at subsection (a) of tr,is Section 10.06 and that the loan has been mace or close6. Section 10.0 Lvioence of Liquid Assets - Form whenever a Farticipatiny Party is required to provide evidence of liquid assets for an activity in an amount and runner satisfactory and acceptable to a lending institution, such evidence shall be- in tliu form specified at Section 1G.02; shall Le on the letterhead or the lending institution; shall identify the Participating Farty; aria shall state that the Participating Party has on hand or inmediately availaLle to die Participating Tarty, liquid assets of a value and in an ariowit satisfactory nu acceptable to the lending institution, and that the availability and use of the liquiu assets for the activity to be carried out by the Participatiirj Party in connection with the Project is assured to the satisfaction of the lending institution. rihe document shall be executed by an authorized officer of the lending institution; and shall have attached an ol.inion of Recipient's counsel, made in accordance with Revised 6/81 15 85-52.i Section 10.03, that the docunents comply with Section 10.02 and that the officer of the lending institution was authorized to execute the same. Section 10.08 Cvidence of Finances Satisfactory to Counsel - Ebrm (a) whenever evidence is required in the form of a statement and opinion of Recipient's counsel that a Participating Party will provide a specific amount of finances for purposes of carrying out the commitment of that Participating Party in connection with the Project, such evidence shall be in the form of an opinion of Recipient's counsel made in accordance with Section 1C.03. (b) The opinion of Recipient's counsel shall certify that counsel has examined into the availability to the Participating Party of liquid assets and/or of debt financing; shall state the amount and the source of liquid assets on hand or intnediately available to the Participating Party for use in the Project; ana shall state the amount and the source of debt financing which is available, or irrevocably committed, to the Participating Party for use in the Pro3ect. :he evidence of these funds shall be consistent with the provisions of Sections 1C.C5, 10.06 and 10.07 above to the extent possible. (c) ifhe opinion of i-�ccipient's counsel shall be that the Parti- cipating Party has on hand, or irmr-cdiately available, or irrevocably committed to the Participating }-arty, for use in carrying out the commitments of the Participating E'arty to the Project, liquid assets and/or debt financing in a sum equal to the specified amount of finances required in this Grant Agreement. (d) SuLnissions pursuant to this Section shall be subject to HUD approval as to form and content. Section 10.G9 Anti -Speculation Provisions - Sale of FA, -al Property (a) whenever, in Exhibit E of this Crant Agreement, a document is required to contain a provision for the prevention or discouragement of speculation in the purchase and sale of property by a beneficiary of grant funds, then, unless otherwise specified, such provision shall cor,ply with this Section. (b) The document shall prohibit the beneficiary of grant funds from selling or otherwise disposing of the property within a period specified in Exhibit L of this Crant Agreement after the date of the purchase, for an amount in excess of the purchase price laid, plus the actual costs of any improvements to the property by the beneficiary. Lte prohibition against sale shall have the same force and effect as a lis pendens, and shall specify that in the event of any attempted sale, in violation of the provision, the Fecipient shall bE entitled to the ex parts: issuance of an injunction restraining such sale. 'he document shall be executed and authenticated in such manner and foci as may be required under State law to authorize its recordation at the place of recordation of deeds, as if a lis pendens; and the document shall be so recorded. (c) rihe docum.cnt ii�ay, in conjunction with the foregoing, or in lieu thereof, describe a procedure whereunaer, in the event of any sale of the property within the i-eriod si-.ecified in exhibit L of this Grant Agreement, the amount of grant funds wfiich benefited the beneficiary shall bL repaid by the beneficiary to the recipient. Such procedure may include a pro-rata reduction of the anount to Le repaid, Lased upon the time elapsing between the date of the initi.al purchase: of tie property and its disposition by the beneficiary. the document <<iust either specify the ar.ount of grant funds which benefited the beneficiary, or sc t north a formula or agreed metlxo-d for detemining such amount. 2f(_- document shall be executed and authenticated in such manner and form as may be required to authorize its recordation, as if a lis pendens; ar.d the document shall be so recorded. Section 10.10 Evidence of title to Peal Property - Form whenever, in Exhibit E of this Grant Agreement, a Participating Party or the Recipient is required to acvluire fee simple or leasehold title to real property, and proof of such acquisition is re,-liareu, evidence snail L)e in the form of an opinion of Recipient's counsel, made in accordance witn Section 10.03. The opinion shall certify that on a specified date, either an original ALTA policy of land or mortgage title insurance, or other records ident-_fied in 16 Revised 6/81 85-52N the opinion, were examined by Recipient's counsel; and that said policy or other records identified the Participating Party, or a wholly -owned sdozidiary of the Participating Party, or the Recipient or its agent or agency, as required, as the owner or lessee of record, in fee simple or leasehold, of said property. Tne opinion shall further state that on the date specified by Recipient's counsel, the record fee simple or leasehold title to said real property was vested, in the Participbtina Party, or such subsidiary thereof, or in the Recipient or its agent or agency as required. In lieu thereof, evidence may be in the form of documents which cxzmply with Section 10.02 and which contain sufficient evidence, including evidence of recordation, to enable the Secretary to determine, to the satisfaction of the Secretary, that the Participating Party or the Recipient did acquire the title, as required. MTICLE XI MISCELLANEOUS :section ll. U1 Notices (a) All amendments, notices, requests, objections, waivers, t'e)ec:tions, agreements, approvals, disclosures and consents of any kind made pursuant to this Crant Agreement shall be in writing. (b) Any such communication shall be deemed effective for all pur- poses as of the date such communication is mailed, postage prepaid, by registered or certified mail, return receipt requested, to be delivered only to the office of the addressee, addressed as follows: (1) Communications to the Secretary shall be mailed simultaneously to: (A) The Director, Office of Urban Development Action Grants, U.S. Department of housing and Urban Developmeent, 451 7th'Street, S.W., Room 7258, Washington, D.C. 20410, and (E) The Area Office Nanager of the IfUD Area Office authorized to receive the Application of the Recipient for the grant hereunder; and (C) such other persons or at such other addresses as may be furnished by the :secretary to the Recipient. (2) Communications to the Pecipient shall be addressed to the Recipient, at the address set forth in Exhibit A of this Grant Agreement, or such other address as may be furnished by the Recipient to the Secretary. Section ll.02 Assigment f4o right, benefit, or advantage inuring to the Recipient under this Crant Agreement and no burden imposed on the Recipient hereunder may be assigned withcwt the prior written al:proval of the Secretary. An authorization by the Secretary for the transfer of grant tunds by Recipient to a Participating Party shall not be deemed an authorization for an assignment, and such Participating Party shall not succeed to any rights, benefits or advantages of the Recipient hereunder. Section 11.03 Successors Bound ''this Crant Agreement shall bind, and the rights, benefits and advan- tages shall inure to, the Recipient's successors. Section 11.04 Renudies trot Impaired No delay or mission of the Secretary in exercising any right or remedy available under this Crant Agreemtent shall imLair any such right or remedy or constitute a waiver of any Default, or an acquiescence therein. Section 11.05 Cumulative It-medies A11 rights and remedies of the Secretary under this Grant Agreement shall be airwlatiw. Section 11.06 Sewrability Zhe invalidity of any article, section, subsection, clause or pro- vision of this Crant Agreement shall not affect the validity of the remaining Revised 6/81 17 85-52S ,ON 1L F articles, sections, subsections, clauses or provisions hereof. Section 11.07 Entire Agrepnent This Grant l,greement constitutes the entire agreement between the Secretary and the Recipient and supersedes all prior oral and written agreements between the parties hereto with respect to the subject grant. Notwithstanding the provisions of Section 1.01 of this Grant Agreement, in the event of any inconsistency between the provisions of this Grant Agreement and anything contained in the Applicaticn, then the provisions of this Grant Agreement shall prevail. Section 11.08 Execution in Counterparts 'i'hls Crant Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and together shall con- stitute but one and the same instrument. Section 11.09 Table of Contents; 'titles and Headings Any table of contents, the title of the Articles, and the headings of the sections and subsections set forth herein are not a part of this Crant Agreement and shall not be deemed to affect the r~.ieaning or construction of any of its provisions. Section 11.10 Amendment of this Grant Agreement ,his Grant Agreement, or any part hereof, may be amended from time to time hereafter only in writing executed by the Secretary and the Recipient. Section 11.11 Lisclaimer of Pelationships the Recipient acknowledges that the obligation of the Secretary is limited to providiN grant tuws in the manner and on the terms set forth in this Grant Agreement. Icthing in this Crant Agreement, nor any act of either the Secretary or of tiie Recipient, shall be deenr_-d or construed by eitirer of them, or by third persons, to create any relationship of third -party beneficiary, principal and agent, limited or general partnership, or joint venture, or of ariy association or relationship whatsoever involving the Secretary. Section 11.12 Cuverninq Law this Grant Agreement as it may affect the rights, remedies, duties, and obligations of the Secretary shall be governed by and construed in accordance with Federal law. Insofar as Federal law does not apply, the provisions of this Grant Agreement shall be governed by and construed in accordance with the laws of the Recipient's State. Section 11.13 Waiver by Secretary Me Secretary reserves and shall have the exclusive right to waive, at the sole discretion of the Secretary, and to the extent permitted by lava, any requirement or provision under this Crant Agreement. No act by or on behalf of the Secretary shall be, or k�e deemed or construed to be, any waiver of any such requirement or provision, unless the same be in writing, signed by the Secretary, and expressly statea to constitute such waiver. Section 11.14 Effective Cate (a) `his Grant Agreement shall, when executed and dated by the Secretary, constitute an oii_er k,y the Secretary to the Recipient to make the within grant and to untc:r into tids grant Agreerent. When delivered to the lecipient so executed and dated, tee same shall constitute a tender of said offer, which shall kx_: k-romr,tly accepted, if at all, by the Recipient and which shall not be alteceu without die Secretary's approval. Zfie Secretary may revoke the tender and rescina the offer at any time prior to its acceptance by the Recipient, by written notice of the Secretary to the Recipient, given as specified at Section 11.01 of this Crant Agreement. Revised 6/81 18 85-52b (b) This Grant Agreement shall be deemed to have been accepted, and shall became effective, as of the date this Grant Agreement is executed and dated by the Recipient. Section 11.15 Termination of Grant Agreement Unless otherwise terminate:i try the secretary pursuant to Article VII of this Grant Agreement, or by the mutua.) consent of Recipient and the Secretary, this Grant Agreement shall terminate up'?n the cc�jetion of all close-out procedures respecting this grant and the final settlement and conclusion between Recipient and the Secretary of all issues arising out of this grant, unless otherwise provided in the close-out agreement between Recipient and the Secretary. Revised 6/81 19 I "` .a 1 SIGM7,= PAGE 2 TST GRkn AGPzD= is hereby executed and delivered 3 by the Parties hereto on the dates set forth below their respective 4 signatures, as follows s SECRrZAM OF BOYS I2 rS AA) uFaW 1 DEVELDPMENr • J'e Acting Debut` slstant Secretary ;Ajey a for Prgram Management Office of Community Planning and Development Date: DEC 2 0 1984 9 10 11 B-85•-AA-12�-0071 12 13 14 THE CITY OF MIAMI, FLORIDA is By: • 16 Title: 17 is Date: 19 - 22 23 IMPORTANT 24 one (1) fully executed copy of this Grant Agreement. is must be mailed to the Director, Office of Urban Developrent Action Grants, and two (2) fully exec- 26 uted copies of this Grant Agreement must be mailed to the HUD Area Office Manager# in accordance with Section 11.01, on the same date executed by Recipient. 27 2a 29 30 31 32 5 01 02 03 a 05 06 07 08 09 10 11 12 �13 14 15 16 17 18 19 20 21 22 23 25 26 28 29 30 31 32 Recipient: Miami, Florida.,._ Grant Number EXHIBIT A SUPPLEMENTARY PROVISIONS • Rider to Section 1.03(2). In addition to Recipient's Application for Federal Assistance (SF 424), the "Application" shall include: (1) Appraisal submitted on August 16, 1984 to City of Miami by Theodore W. Slack of Slack, Slack, and Roe, Inc. (2) Letters dated September 19 and September 17, 1984, from Howard V. Gary, Miami City Manager, to Stanley Newman. (3) Letter dated September 17, 1984 from James F. Dausch, Vice President, The Rouse Co., to Stanley Newman. (4) Letter and attachments dated September 14, 1984 from Elizabeth Marshall, The Rouse Co., to Reuben Padgett. (5) Letter and attachment dated September 13, 1984 from Jeffrey Donahue, The Rouse Co., to P. David Sowell, Senior Development Officer, HUD/UDAG. Plus any additional materials submitted since the date the Application was filed upon which the Secretary relied in making this award. I 01 02 03 a 05 06 C7 OB 09 10 11 12 �13 14 15 16 17 1B 19 20 21 i; 23 24 25 26 27 28 29 30 31 32 Recipient: Miami, Florida Grant Number B-85-AA-12-0071_.—. Rider to Section 1.03(12). The term "Participating Party" consists of the following persons, firms, corporations and entities: "Developer" means Bayside Specialty Center, Rouse - Miami Inc., a Maryland corporation with offices at 12075 Little Patuxent Parkway, Columbia, Maryland,21044. "Lender" means Chase Manhatten Bank, 101 Park Avenue, New York, New York 10081. s IL W- 01 02 03 a 05 06 C7 08 09 10 11 12 �13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Recipient: Miami, Florida Grant Number 8-85-AA-12-0071 Rider to Section 2.01. The amount of this UDAG grant is SIX MILLION TWELVE THOUSAND EIGHT HUNDRED FIFTY FOUR DOLLARS ($6,012,854). Rider to Sections 5.03 and 9.06. The jobs referenced at Section 5.03 and the assurances required at Section 9.06 shall aggregate: Total New Permanent Jobs: 1,217 Total New Permanent Jobs for Low- and Moderate -Income Persons: 486 Total New Permanent Jobs for CETA-Eligible Persons: 243 Total New Permanent Jobs for Minorities: 608 Total New Permanent Jobs for Low- and Moderate -Income Residents of the Pocket of Poverty: Job Requirements shall be completed within 48 months from the Date of Preliminary Approval. Rider to Section 11.01. The address of the Recipient for the purpose of communications relating to this Grant Agreement is: Office of the City Manager 3500 Pan American Drive Miami, Florida 33133 Rider to Section 1.03. (21) "Project Elements" mean two components: (1) The Bayside Specialty Center Component to include construction of a waterfront complex containing: approximately 200,000 square feet of new retail space; 35,000 square feet of renovated restaurant space; a 1,200 car parking garage; and a new marina service center. (2) The Bayfront Park Component shall include the improvements to the Bayfront Park, constructing and equiping an —outdoor amphitheatre with stage, demolition and clearance, site work _lectrical, water, and sewer), rock garden restoration, and landscaping. Rider to Section 1.03. (22) "Project Site" means an approximately 110 acre parcel known as Bayfront Park located between Port Boulevard, Biscayne Boulevard, Chopin Plaza and Biscayne Bay in the City of Miami, County of Dade, State of Florida, and as more particularly described in the Application. Rider to Section 1.03(13). The phrase "the UDAG percentage of" contained on the first line of paragraph (13) and the last sentence thereof are deleted in their entirety. EXHIBIT A Page 3 of 4 85-52J I 0 01 02 03 04 05 06 07 08 09 10 11 12 �13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Recipient: Miami, Florida Grant Number B-85-AA-12-0071 Rider to Sections 2.04, 9.01, 9.02 and 9.03. Any repayment or other payments received pursuant to Paragraph III of Exhibit E of this Grant Agreement and received prior to completion of the UDAG funded Recipient Activities shall be held in escrow pursuant to Section 2.04(a) of this Grant Agreement until completion of the UDAG funded Recipient Activities. All escrowed funds shall bear interest with the accounts insured by an agency of the U.S. Government. Upon completion of the UDAG funded Recipient Activities, any funds held in said escrow shail be spent for activities eligible under Title I of the Housing and Community Development Act of 1974, as amended, and shall be spent in accordance with Part 570 of Title 24 Code of Federal Regulations. Any repayments received after completion of the UDAG funded Recipient Activities shall be deemed miscellaneous revenues and shall be spent for activities eligible under Title I of the Housing and Community Development Act of 1974, as amended, and shall not be governed by Part 570. Rider to Section 5.01.(8). Paragraph (8) shall be deleted in its entirety and the following shall be inserted in place thereof: "(8) Recipient shall comply with the conflict of interest provision set forth in 24 CFR Section 570.611 (48 Federal Register 186, pp. 43571-72, 9/23/83)." a i i rnnf7 in of interest. Section 9.13 shall be deleted in its entirety and the following shall be inserted in place thereof: "The Recipient shall include in all contracts with Participating Parties and in all contracts with any party involving the use of Grant Funds, a conflict of interest provision consistent with 24 CFR Section 570.611 (48 Federal Register 186, pp. 43571-72, 9/23/83)." EXHIBIT A 01 02 03 04 05 06 07 08 09 10 11 12 �13 14 15 16 17 1B 19 20 21 22 23 24 25 26 27 28 29 30 31 32 C Recipient: Miami, Vlotida Grant Number B=85-AA-U—Uo71,___ EXHIBIT B DESCRIPTION OF RECIPIENT ACTIVITIES Rider_to__Section 1.03(17). The "Recipient Activities" shall consist of: I Recipient shall expend UDAG funds in the amount of $6,012,854 to construct t Bayfront Park component of the Project. II Recipient shall lease to Developer the approximately 20 acre portion of the Project Site consistent with the terms specified in Exhibit E of this Grant Agreement and all lease payments from said Lease Agreement shall be deemed to be Program Income. J 01 02 03 04 05 06 07 08 09 10 11 12 �13 14 15 16 17 18 19 20 21 22 23 24 25 26 V 28 29 30 31 32 i Recipiett! Miami, Florida Grant Number B-$5°-AA�1s=0071 EXHIBIT C DESCRIPTION OF NON -RECIPIENT ACTIVITIES Rider to Section 1.03(11). The "Non -Recipient Activities" shall consist of: I Developer shall: (a) Lease an approximately 20 acre portion of the Project Site from the Recipient. (b) Complete Bayside Specialty Center (hereafter BSC) component of the Project at a total cost of not less than $75,000,000 of which not less than $72,000,000 shall be private loan funds and not less than $3,000,000 shall be Developer's equity funds. (c) Unconditionally and irrevocably guarantee the lease payments to the Recipient and completion of the Project within the timeframe set forth in Exhibit 1 of this Grant Agreement. II Lender shall loan to Developer not less than $72,000,000 for financing the component of the Project. Recipient: Miami, Florida Grant Number B-85-AA-12-0071 EXHIBIT D Project Budget - Summary of Projected Expenditures USE OF FUNDS SOURCES OF FUNDS TOTAL COSTS Line Item Activity UDAG Private Other Funds Funds Funds a. Site Preparation, Clearance and Demolition $ 791,109 $ 193,000 $ 984,109 b. Site Improvements 2,438,074 79493,000 9,931,074 C. Off -Site Improvements 667,000 $5,200,000 5,867,000 d. Building Construction 703,176 39,189,000 39,892,176 e. Parking 82,720 82,720 f. Contingency 433,110 4,754,200 5,187,310 g. Professional Fees, Architecture & Enginnering 375,000 4,800,000 5,175,000 h. Interim Interest 79658,800 7,658,800 i. Overhead & Miscellaneous 649,665 649,665 Field Expenses, Management, irketing & Leasing 10,245,000 10,245,000 Capital Equipment 540,000 540,000 1. Equipment not counted in leverage ratio m. Working Capital (not counted in leverage ratio) n. Profit 6 Overhead (not counted in leverage ratio) TOTAL PROJECT COST $6,012,854 $75,000,000 $5,200,000 $86,212,854 2cipient administrative costs 1... _-.jursed from UDAG funds q. Less: items not counted in leverage ratio (lines 1.-n.) - r. Total private investment to be reported on QPR's ("countable private") 75,000,000 s. Plus: Discounted value of UDAG loan repayment + t. Plus: Discounted value of other public loan repayments + u. Plus: Present value of lease payments + v. Totals used in computing leverage ratio $6,012,854 $75,000,000 Discount Rate: Page 1 of 1 85-521� 0 a M 08 09 10 11 12 �13 14 15 16 17 18 19 20 21 23 24 25 26 27 29 29 30 31 32 Recipient: Miatki. plotida_. _ Gtant No: B-85-AA=12 00'71 MMTE REQUIRED EVIDENTIARY MATERIALS The evidentiary materials to be submitted by the Recipient for the approval df the Secretary shall include the applicable provisions of Article IX of this Grant Agreement and shall consist of the following: I (a) All governmental approvals and permits necessary for the commencement of the Recipient and Non -Recipient Activities shall have been obtained. (b) Evidence of this commitment shall be a written certification from Recipient, signed by the chief executive officer, in accordance with Section 10.02 of this Grant Agreement, that all such governmental approvals and permits have been obtained. II (a) Title to all land necessary for the Project, except land to be acquired with Grant Funds, shall be held by Recipient or the appropriate Participating Party. (b) Evidence of this commitment shall be in accordance with Section 10.10 of this Grant Agreement. III (a) Recipient and Developer shall enter into an agreement which shall contain provisions consistent with the following: , (1) Recipient shall agree to carryout all Recipient Activities set forth in Exhibit B to this Grant Agreement. (2) Developer shall agree to carryout all Non -Recipient Activities ascribed to Developer in Exhibit C to this Grant Agreement. The agreement shall set forth the scope of the work, its location, and the obligation of Developer to invest not less than $75,000,000 of private funds in the Project. (3) Recipient shall lease to Developer the Site upon which the Bayside Specialty Center component of the Project shall be located. The terms and conditions of the lease shall be consistent with the following: (i) Lease Agreement (aa) Term - The term of the lease shall be for 45 yers commencing no later than January 1, 1987. Exhibit E Page I of 2 85-052S qA �t 01 02 03 04 05 06 07 09 09 1Q 11 12 �13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Recipient: Miami, Florida Grant No: B-85-AA-12-0071 (bb) Payment - Developer shall pay to Recipient an annual rental equal to the greater of 35% of Net Annual Distributable Income or $325,000 in years 1 and 2 of the lease, $650,000 in years 3 through and including 6 of the lease, and $1,000,000 in years 7 through and including 45 of the lease. Net Annual Distributable Income means all income and receipts of the Project less debt service, reasonable operating expenses allowable for Federal income tax purposes, excluding reserves for capital improvements or replacement, depreciation and other non -cash items. Payments hereunder shall be due and payable within 90 days of the close of the Project's operating year and Developer shall also deliver to Recipient an annual audited financial statement of the Project. (4) All applicable terms and conditions of this Grant Agreement, including Article IX provisions and job assurances specified in Sections 5.03 and 9.06 shall be set forth in the agreement. (5) The agreement shall specify a timeframe for performance consistent with Exhibit F of this Grant Agreement. (6) During the term of this Grant Agreement, Developer shall agree to provide necessary data and information as to private investment and jobs relating to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement together with copies of the forms of all UDAG Loan documents to be used at closing. IV (a) Recipient's attorney or an acceptable banking institution shall certify that cash or liquid assets of not less than $3,000,000 are available or irrevocably committed to Developer and are sufficient to complete the BSC component of the Project. Such certification shall identify the kinds of assets and the nature of the irrevocable commitment. (b) Evidence of this commitment shall be in accordance with Sections 10.07 or 10.08 of this Grant Agreement. V (a) Lender shall lend $72,000,000 to Developer for financing the BSC component of the Project. (b) Evidence of this commitment shall be in accordance with Section 10.06 of this Grant Agreement. Exhibit E Page 2 of 2 _44 01 02 03 04 05 06 07 08 09 10 11 12 �13 14 15 16 17 1B 19 20 21 22 23 24 25 26 27 29 29 30 31 32 Recipient: �Iietni_, Florida Grant No: B-85-AA-12-0071 (bb) Payment - Developer shall pay to Recipient an annual rental equal to the greater of 35% of Net Annual Distributable Income or $325,000 in years 1 and 2 of the lease, $650,000 in years 3 through and including 6 of the lease, and $1,000,000 in years 7 through and including 45 of the lease. Net Annual Distributable Income means all income and receipts of the Project less debt service, reasonable operating expenses allowable for Federal income tax purposes, excluding reserves for capital improvements or replacement, depreciation and other non -cash items. Payments hereunder shall be due and payable within 90 days of the close of the Projects operating year and Developer shall also deliver to Recipient an annual audited financial statement of the Project. (4) All applicable terms and conditions of this Grant Agreement, including Article IX provisions and job assurances specified in Sections 5.03 and 9.06 shall be set forth in the agreement. (5) The agreement shall specify a timeframe for performance consistent with Exhibit F of this Grant Agreement. (6) During the term of this Grant Agreement, Developer shall agree to provide necessary data and information as to private investment and jobs relating to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement together with copies of the forms of all UDAG Loan documents to be used at closing. IV (a) Recipient's attorney or an acceptable banking institution shall certify that cash or liquid assets of not less than $3,000,000 are available or irrevocably committed to Developer and are sufficient to complete the BSC component of the Project. Such certification shall identify the kinds of assets and the nature of the irrevocable commitment. (b) Evidence of this commitment shall be in accordance with Sections 10.07 or 10.08 of this Grant Agreement. V (a) Lender shall lend $72,000,000 to Developer for financing the BSC component of the Project. (b) Evidence of this commitment shall be in accordance with Section 10.06 of this Grant Agreement. Exhibit E Page 2 of 2 85-521 01 02 03 04 05 06 07 OB 09 10 11 12 �13 14 15 16 17 1B 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Recipient: Miami, Florida _ Grant No: B-85-AA-12-0071 (bb) Payment - Developer shall pay to Recipient an annual rental equal to the greater of 35% of Net Annual Distributable Income or $325,000 in years 1 and 2 of the lease, $650,000 in years 3 through and including 6 of the lease, and $1,000,000 in years 7 through and including 45 of the lease. Net Annual Distributable Income means all income and receipts of the Project less debt service, reasonable operating expenses allowable for Federal income tax purposes, excluding reserves for capital improvements or replacement, depreciation and other non -cash items. Payments hereunder shall be due and payable within 90 days of the close of the Project's operating year and Developer shall also deliver to Recipient an annual audited financial statement of the Project. (4) All applicable terms and conditions of this Grant Agreement, including Article IX provisions and job assurances specified in Sections 5.03 and 9.06 shall be set forth in the agreement. (5) The agreement shall specify a timeframe for performance consistent with Exhibit F of this Grant Agreement. (6) During the term of this Grant Agreement, Developer shall agree to provide necessary data and information as to private investment and jobs relating to this Grant Agreement. (b) Evidence of this commitment shall be in accordance with Section 10.04 of this Grant Agreement together with copies of the forms of all UDAG Loan documents to be used at closing. IV (a) Recipient's attorney or an acceptable banking institution shall certify that cash or liquid assets of not less than $3,000,000 are available or irrevocably committed to Developer and are sufficient to complete the BSC component of the Project. Such certification shall identify the kinds of assets and the nature of the irrevocable commitment. (b) Evidence of this commitment shall be in accordance with Sections 10.07 or 10.08 of this Grant Agreement. 1/ (a) Lender shall lend $72,000,000 to Developer for financing the BSC component of the Project. (b) Evidence of this commitment shall be in accordance with Section 10.06 of this Grant Agreement. Exhibit E Page 2 of 2 85, 521C 01 02 03 04 05 06 07 08 09 10 11 12 �13 14 15 16 17 18 19 20 21 22 23 24 25 26 2? 28 29 30 31 32 I Recipients Miafti,_Florida Grant Number B-85-AA-11-0071__ EXHIBIT F PROJECT PERFORMANCE SCHEDULE (a) The Evidentiary Materials described in Exhibit E of this Grant Agreement must be submitted to the Secretary by Recipient not later than June 15, 1985. (b) Upon notification to Recipient of the approval by the Secretary of the Evidentiary Materials required by subparagraph (a) above, Recipient shall be authorized to draw down Grant Funds in accordance with Paragraph III of Exhibit E of this Grant Agreement for Eligible Costs consistent with Letter of Credit procedures and the provisions of this Grant Agreement. II The Recipient and Non -Recipient Activities shall be commenced and completed in accordance with the following schedule: Activity Commencement Date Completion Date Lease February 28, 1988 Construction May 31, 1985 October 30, 1986 85-529